AGM Information • Mar 18, 2015
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about its contents or as to the action which you should take, you are recommended to seek your own independent financial advice from your stockbroker, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 (as amended).
If you have sold or transferred any or all of your shares in Domino's Pizza Group plc please pass this document together with the accompanying Annual Report and Accounts for the 52 weeks ended 28 December 2014 (the 'Annual Report and Accounts') and proxy form as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
This document should be read as a whole together with the accompanying Annual Report and Accounts, the proxy form and the Notice of Annual General Meeting set out at the end of this document. Shareholders are requested to complete and return the enclosed proxy form to the Company's registrars, Capita Asset Services at PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF by no later than 12 noon on Friday 17 April 2015, being 48 hours before the time appointed for holding the meeting (excluding non-working days). The return of a form of proxy will not preclude a member from attending and voting at the Annual General Meeting in person should he/she subsequently decide to do so.
Domino's Pizza Group plc Supply Chain Centre 1 Thornbury West Ashland Milton Keynes MK6 4BB
Date and time:
21 April 2015 at 12 noon
Incorporated and registered in England & Wales with registered number 03853545
Stephen Hemsley (Non-executive Chairman) 1 Thornbury Colin Halpern (Non-executive Vice Chairman) West Ashland David Wild (Chief Executive Officer) Milton Keynes Kevin Higgins (Non-executive Director) MK6 4BB Ebbe Jacobsen (Non-executive Director) Michael Shallow (Non-executive Director) Helen Keays (Non-executive Director)
18 March 2015
To: Shareholders of Domino's Pizza Group plc
Dear Shareholder,
I have pleasure in inviting you to the 2015 Annual General Meeting (the 'Meeting' or 'AGM') of Domino's Pizza Group plc (the 'Company'), which will be held at Domino's Pizza Head Office, Supply Chain Centre, 1 Thornbury, West Ashland, Milton Keynes MK6 4BB at 12 noon on Tuesday 21 April 2015. This document includes the Notice of AGM, which sets out the resolutions that shareholders are being asked to consider and vote on. These resolutions are a very important part of the governance of the Company and all shareholders are urged to vote, whether they are able to attend the meeting or not.
If you are unable to attend the AGM, but have any questions on the business to be discussed at the Meeting, the Company would like to hear from you ahead of the AGM and ask that you contact the Company Secretary directly via post to the Company's registered office.
The Notice of Meeting contains certain items of business which are of a technical nature and are therefore explained in detail below.
In addition to the ordinary business of the AGM, which includes ordinary resolutions numbered 1 to 13 and special resolutions numbered 14 to 16, there is one item of special business in the form of ordinary resolution 17 to be transacted at the AGM and this is explained and summarised below.
Ordinary resolutions 1 to 4 deal with the receipt by the shareholders of the Company's Annual Report and Accounts and the Directors' report and the auditor including the Directors' remuneration report, for the 52 week period ended 28 December 2014, the re-appointment of Ernst & Young LLP as auditor of the Company (resolution 2), the determination of the auditor's remuneration (resolution 3) and the declaration of a final dividend of 9.69p per Ordinary share in the capital of the Company ('Ordinary share') (resolution 4).
Resolutions 5 to 11 deal with the re-election (or election in the case of Kevin Higgins) of all Directors of the Company (each a 'Director' and together the 'Directors'). The Company's Articles of Association adopted on 30 March 2010 (as amended) by special resolution (the 'Company's Articles') require all Directors to submit themselves for re-election at least every three years. However, the UK Corporate Governance Code issued by the Financial Reporting Council in May 2010 (the 'Code') provides that all directors in FTSE 350 companies should be put forward for re-election every year. The Directors are therefore acting in accordance with the Company's Articles and the Code and, being eligible, will retire voluntarily and submit themselves for re-election.
Biographical details of all Directors standing for election or re-election can be found on page 5 of this document and pages 34 and 35 of the Annual Report and Accounts.
Following a full performance evaluation of the current Board of Directors (the 'Board') (as at 25 February 2015), which included an assessment of the performance of each individual Director, the Nomination Committee has confirmed to the Board that each Director continues to make an effective and valuable contribution and that they demonstrate excellent commitment to their respective roles. The Board therefore supports each Board member's re-election or election.
The Companies Act 2006 (the '2006 Act') requires quoted companies, at each general meeting at which statutory accounts are to be laid, to propose an Ordinary resolution approving the Directors' remuneration report for the year. Resolution 12 therefore deals with the Directors' remuneration report and shareholders will be asked to approve the content of the Directors' remuneration report. This vote will be in respect of the content of the Directors' remuneration report for the financial year ended 28 December 2014 and not specific to any Director's level or terms of remuneration and a copy of the Directors' remuneration report is included in the Annual Report and Accounts on pages 44 to 61.
Resolution 13 deals with the authority of the Directors to issue and allot new Ordinary shares. The 2006 Act provides that Directors shall only allot unissued shares with the prior authority of shareholders in a general meeting. The existing authority granted to the Directors at the last annual general meeting to allot unissued Ordinary shares expires at the conclusion of the AGM.
Accordingly, an ordinary resolution will be proposed to renew the Directors' authority pursuant to section 551 of the 2006 Act to allot Ordinary shares (and other relevant securities, as defined within section 551 of the 2006 Act) with a nominal value of up to £863,330.71, which represents approximately one third (33.3%) of the total current issued Ordinary share capital as at 28 February 2015 (being the last practicable date prior to the publication of this notice). In accordance with institutional guidelines issued by the Association of British Insurers, paragraph (ii) of Resolution 14 will be proposed to allow the Directors to allot, including the Ordinary shares referred to in paragraph (i) of Resolution 14, further Ordinary shares (and other relevant securities, as defined within section 551 of the 2006 Act) in connection with a pre-emptive offer by way of a rights issue to ordinary shareholders up to a maximum nominal amount of £1,729,254.01, representing approximately two-thirds (66.7%) of the Company's existing share capital as at 28 February 2015 and in accordance with section 570 of the 2006 Act. Although the Directors have no present intention to exercise this authority other than in connection with the exercise of options granted pursuant to the Company's employee share schemes, it will give the Directors flexibility to allot shares as may be necessary in the interests of the Company as a whole.
This authority will, if granted, expire on the conclusion of the annual general meeting of the Company to be held in 2016 or, if earlier, 15 months from the date of the passing of the resolution, unless such authority is renewed prior to this time. The Directors intend to renew such power at successive annual general meetings in accordance with current best practice.
The Company holds 380,000 shares in treasury as at 28 February 2015, being the last practicable date prior to publication of this document.
The 2006 Act also provides that any allotment of new shares for cash must be made pro rata to individual shareholders' holdings, unless such provisions are disapplied under sections 570 and 573 of the 2006 Act. The existing authority granted to the Directors at the 2012 annual general meeting to allot shares for cash pursuant to sections 570 and 573 of the 2006 Act expires at the conclusion of the AGM.
Accordingly, a special resolution (resolution 14) will be proposed to renew the Directors' powers to allot Ordinary shares for cash without offering them to shareholders pro rata to their existing holdings. This resolution authorises issues by way of rights to shareholders which are not strictly in accordance with section 561 of the 2006 Act and authorises other allotments of up to an aggregate nominal amount of £129,629.24 (representing approximately 5% of the current issued Ordinary share capital as at 28 February 2015). The special resolution will, inter alia, enable the Company, in the event of a rights issue or open offer, to meet certain practical difficulties which may arise in connection with fractional entitlements or in respect of overseas shareholders as a result of local laws and which prevent shares being issued strictly pro rata. Again, although the Directors have no present intention to exercise this authority other than in connection with the exercise of options granted pursuant to the Company's employee share schemes, it will give the Directors flexibility to allot shares as may be necessary in the interests of the Company as a whole.
This authority, if granted, will expire on the conclusion of the annual general meeting of the Company to be held in 2016 or, if earlier, 15 months from the date of the passing of the resolution, unless such authority is renewed prior to this time. The Directors intend to renew such power at subsequent annual general meetings in accordance with current best practice.
The current authority given at the annual general meeting of the Company held on 2 April 2014 to purchase its own Ordinary shares will expire at the conclusion of the AGM.
The Directors consider that it would be beneficial if, in certain circumstances, the Company had the power to purchase its own Ordinary shares, for the purposes of returning surplus funds to shareholders and providing a return on investments. The Directors therefore consider that it would be beneficial for the shareholders of the Company as a whole if the Company were to be granted the flexibility to repurchase Ordinary shares.
Accordingly, they recommend that the existing power to purchase in Ordinary shares (in defined circumstances) up to a maximum prescribed limit be renewed for a further limited period.
The Company will only make such purchases if the Directors are satisfied, after careful consideration, that these are in the best interests of the Company and shareholders generally and could be reasonably expected to result in an increase in expected earnings per share. Furthermore, account will be taken of the overall financial implications for the Company.
If such purchases were made, the Company would be able to do either, or a combination, of the following:
(i) cancel the purchased Ordinary shares so reducing the total number of Ordinary shares in issue; or
(ii) where the Ordinary shares were purchased out of distributable profits, subject to certain limitations, hold them as treasury shares.
Treasury shares themselves may be cancelled, sold for cash or transferred for the purposes of the Company's share schemes. The statutory pre-emption rights apply to a sale of treasury shares for cash and the disapplication of the statutory pre-emption rights in resolution 15 includes, within the authorised amount, any sales of treasury shares for cash which may occur. Finally, if such purchases were made, to the extent the purchased shares are held as treasury shares, any increase in earnings per share would only be temporary, until the shares in question were either cancelled, or sold, or transferred out of treasury.
Resolution 15 authorises the Directors to purchase up to a maximum of 16,592,542 Ordinary shares, being approximately 10% of the current issued Ordinary share capital of the Company as at 28 February 2015 and provides that the maximum price per Ordinary share payable on any exercise of the authority shall be the higher of (i) an amount equal to 105% of the average of the market value for an Ordinary share as derived from the Daily Official List of the London Stock Exchange for the five business days prior to making any purchase and (ii) the higher of the price of the last independent trade and the highest current bid on the London Stock Exchange at the time the purchase is carried out. The minimum price payable shall be 1.5625p per Ordinary share, being the nominal value of an Ordinary share. For this purpose, both the maximum and minimum prices permitted to be paid are exclusive of expenses.
The number of Ordinary shares in respect of which options have been granted that remain outstanding is 3,344,093 (constituting approximately 2.0% of the current issued Ordinary share capital of the Company as at 28 February 2015, being the latest practicable date prior to the printing of this notice). If the Company were to buy back the maximum number of Ordinary shares permitted pursuant to resolution 15, then the total number of options to subscribe for Ordinary shares outstanding as at 28 February 2015 would represent 2.2% of the reduced issued share capital.
This authority, if granted, will expire at the conclusion of the annual general meeting of the Company to be held in 2016 or, if earlier, 15 months from the date of the passing of the resolution, unless such authority is renewed prior to this time. The Board intends to seek renewal of this power at subsequent annual general meetings in accordance with current best practice.
Resolution 16 is a resolution to allow the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice. Changes made to the 2006 Act by the Companies (Shareholders' Rights) Regulations 2009 increase the notice period required for general meetings of the Company to 21 days unless shareholders approve a shorter notice period, which cannot, however, be less than 14 clear days. Such approval will not affect annual general meetings, which will continue to be held on at least 21 clear days' notice.
Following shareholder approval at the last annual general meeting, the Company is currently able to call general meetings (other than annual general meetings) on 14 clear days' notice and the Directors believe it is in the best interests of the shareholders of the Company to preserve the shorter notice period and accordingly are putting this resolution to the Meeting. The Directors intend that this shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. The approval will be effective until the Company's next annual general meeting, when it is expected that a similar resolution will be proposed.
It should also be noted that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.
Resolution 17 seeks authority from shareholders to amend the existing Domino's Pizza UK & IRL plc Savings-related Share Option Plan (otherwise due to expire in November 2015) to a proposed updated form to operate for a further ten years under a new name, the Domino's Pizza Group plc Savings-related Share Option Plan (in such amended and updated form, the 'Sharesave').
Sharesave schemes are "all-employee" savings-related share option plans under which UK-based employees may be invited by the Company to sign up to savings contracts to save up to £500 per month over a three or five year savings term. On the maturity of the contracts, participants can elect to use their savings (and any interest) to exercise a linked discounted share option to acquire shares on UK tax-favoured terms or ask for the return of the savings (and any interest).
A summary of the principal terms of the Sharesave is set out in the appendix to this Notice of AGM.
Every shareholder has a right to attend the AGM or to appoint one or more proxies to attend in his/her stead. Enclosed with this letter is a proxy form for use at the AGM.
Proxy forms should be completed and returned in accordance with the instructions printed thereon so that they arrive at the Company's registrars, Capita Asset Services as soon as possible and in any event not later than 48 hours before the time fixed for the AGM (excluding non-working days), that is to say no later than 12 noon on 17 April 2015. Completion and return of a form of proxy will not prevent shareholders from attending and voting at the AGM should they wish to do so.
Your Directors consider that the resolutions to be put to the Meeting are in the best interests of the Company and are most likely to promote the success of the Company for the benefit of members as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the resolutions to be proposed at the AGM, as they intend to do in respect of their own interests (both beneficial and non-beneficial), amounting in aggregate to 1,210,450 Ordinary shares.
I look forward to your attendance at the AGM.
Yours faithfully,
Stephen Hemsley
Chairman
Stephen joined the Board as Finance Director in 1998. In 2001 he was appointed Chief Executive. Stephen was appointed Executive Chairman of the Group in 2008 and became non-executive Chairman in 2010 and from September 2014 became Chairman of the Nomination Committee. Stephen is also chairman of Franchise Brands Worldwide Limited and its subsidiary companies. Stephen is a chartered accountant by profession.
Colin acquired the Domino's Pizza Master Franchise Agreement for the UK and Republic of Ireland in 1993 through International Franchise Systems Inc. In 1999, with Colin as Chairman, the Company was taken public and listed on AIM. Colin is the Managing Director of HS Real Company LLC, Dayenn Limited and non-executive director of several other companies.
David was appointed to the Board as a non-executive Director in November 2013, became Interim Chief Executive in January 2014 and was appointed as Chief Executive Officer on 30 April 2014. David is a non-executive director of the multi-channel consultancy Practicology and also Bankers' Investment Trust PLC. The Previously, David was chief executive officer of Halfords Group plc and held senior roles within Walmart Stores Inc., Tesco Stores plc and RHM Foods Limited.
Michael was appointed to the Board in 2006. He is Chairman of the Audit Committee and Senior Independent Director of the Company. Michael is a non-executive director of Revolution Bars Group Ltd. Michael has worked in the food and drinks sector for the past 15 years, was previously a non-executive director of Britvic plc and was the finance director for Greene King plc.
Helen was appointed to the Board in 2011 and is a member of the Company's Audit and Remuneration Committees. Helen has over 20 years' experience in travel, retail, consumer markets and telecoms. She is currently a consultant and a non-executive director of Majestic Wine plc, a non-executive director of Communisis plc and a trustee of the Shakespeare's, Birthplace Trust. The majority of her career was spent at GE Capital and Vodafone Group plc, where she held various senior marketing roles.
Ebbe was appointed to the Board on 31 January 2014. He has wide experience of operating in Germany and other European countries, most recently with Delsey. He has been in retail all his working life and has pan-EU retail knowledge with significant experience in franchising, multi-site and single brand retail. He pioneered the introduction of US fast food Burger King into the Nordics in the 1970s and held the position of director and operating partner when the franchise was sold in 1985. Other significant retail experience includes having been CEO of IKEA in Germany, CEO of Delsey and CEO of Habitat.
Kevin was appointed to the Board in September 2014. He is Chairman of the Remuneration Committee and a member of the Audit Committee. His career spans more than 20 years in branded consumer foods in both Europe and the United States. Kevin has served as President of Burger King Europe, Middle East & Africa. Prior to his role with Burger King, Kevin served as General Manager of Yum! Brands (Pizza Hut, KFC and Taco Bell) Europe & Russia Franchise Business Unit based in Switzerland. Earlier in his career he held executive roles with PepsiCo and Mars.
Domino's Pizza Group plc
NOTICE IS HEREBY GIVEN that the 2015 Annual General Meeting ('AGM') of Domino's Pizza Group plc (the 'Company') will be held at Domino's Head Office, Supply Chain Centre, 1 Thornbury, West Ashland, Milton Keynes MK6 4BB on Tuesday 21 April 2015 at 12 noon, or any adjournment thereof, for the following purposes:
To consider and, if thought fit, to pass the following resolutions of which numbers 1 to 13 will be proposed as ordinary resolutions and numbers 14 to 16 as special resolutions as part of the ordinary business of the Company.
Resolution 1 – Accounts and Reports
To receive and adopt the Company's audited accounts and financial statements for the year ended 28 December 2014 together with the Directors' report and Auditor's report.
Resolution 2 – Re-appointment of the auditor To re-appoint Ernst & Young LLP as auditor of the Company until the conclusion of the next annual general meeting at which the accounts are to be laid before the Company.
To authorise the Audit Committee of the Board of Directors of the Company to agree the remuneration of the Company's auditor.
To declare payable the final dividend for the year ended 28 December 2014 of 9.69p per Ordinary share on 27 April 2015 to ordinary shareholders whose names appear on the register of members at close of business on 6 March 2015 (ex dividend date 5 March 2015).
Resolution 5 – Re-election of Director To re-elect Stephen Hemsley as a Director of the Company.
Resolution 6 – Re-election of Director To re-elect Colin Halpern as a Director of the Company.
Resolution 7 – Re-election of Director To re-elect David Wild as a Director of the Company.
Resolution 8 – Re-election of Director To re-elect Michael Shallow as a Director of the Company.
Resolution 9 – Re-election of Director To re-elect Helen Keays as a Director of the Company.
Resolution 10 – Re-election of Director To re-elect Ebbe Jacobsen as a Director of the Company.
Resolution 11 – Election of Director To elect Kevin Higgins as a Director of the Company.
Resolution 12 – Directors' remuneration report
To approve the Directors' remuneration report (other than the part containing the Directors' remuneration policy) contained within the Annual Report and Accounts for the year ended 28 December 2014.
THAT, in substitution for any existing authority, the Directors of the Company be and hereby are generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the '2006 Act') to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:
to holders of shares in proportion (as nearly as may be "practicable") to their existing holdings and to holders of other equity securities if this is required by the rights of those securities or, if the Directors of the Company consider it necessary, as permitted by the rights of those securities but subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, or legal or regulatory or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.
The authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2016 or, if earlier, 15 months from the date of the passing of this resolution, unless such authority is renewed prior to such time. Under the authority hereby conferred the Directors of the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares to be granted after such expiry and the Directors of the Company may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this Resolution had not expired.
THAT (subject to the passing of resolution 13) the Directors of the Company be and hereby are authorised pursuant to and in accordance with section 570 and section 573 of the 2006 Act to allot equity securities (as defined in section 560) of the 2006 Act wholly for cash pursuant to the authority conferred by resolution 15 (set out in this Notice), as if section 561(1) of the 2006 Act did not apply to any such allotment provided that such power shall be limited to:
The authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2016 or, if earlier, 15 months from the date of the passing of this resolution, unless such authority is renewed prior to such time. Under the authority hereby conferred the Directors of the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for, or convert any security into, shares to be granted after such expiry and the Directors of the Company may allot shares or grant rights to subscribe for, or convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the relevant authority conferred in this resolution had not expired.
Domino's Pizza Group plc
THAT, pursuant to the authorities contained in its Articles, the Company be generally and unconditionally authorised for the purposes of section 701 of the 2006 Act to make one or more market purchases (within the meaning of section 693(4) of the 2006 Act) of Ordinary shares in the capital of the Company on such terms and in such manner as the Directors of the Company may think fit, provided that:
Under the authority hereby conferred, the Company may before such expiry make an offer or agreement to purchase Ordinary shares under this authority which would or might require to be executed wholly or partly after such expiry, and the Company may make a purchase of Ordinary shares in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
THAT a general meeting of the Company, other than an annual general meeting, may be called by notice of at least 14 clear days in accordance with the provisions of the Articles of the Company, provided that the authority of this Resolution shall expire on the conclusion of the annual general meeting of the Company to be held in 2016.
That the proposed amended and updated form of the rules of the Domino's Pizza UK & IRL plc Savings-related Share Option Plan (which will go forward as the Domino's Pizza Group plc Savings-related Share Option Plan) (in such amended and updated form, the 'Sharesave') referred to in the appendix and explanatory notes to the Notice of AGM dated 18 March 2015, and produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved and the Directors be authorised to:
By order of the Board
Paul Waters Company Secretary 18 March 2015 Registered Office: 1 Thornbury, West Ashland, Milton Keynes MK6 4BB
The following notes explain your general rights as a shareholder and your rights to attend and vote at the AGM or to appoint someone else to vote on your behalf.
For a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland's specifications and must contain the information required for those instructions as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to the previously appointed proxy must, to be valid, be transmitted so as to be received by the Company's agent (RA10) by the latest time for receipt of proxy appointments specified in the notice of AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member or sponsored member or has appointed voting service providers, to procure that its CREST sponsors or voting service providers take) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Domino's Pizza Group plc
The operation of the Sharesave will be supervised by the Board. It will be UK tax-advantaged under the Income Tax (Earnings and Pensions) Act 2003 and implemented in order to provide UK tax-advantaged options to UK employees.
Employees and full-time Directors of the Company and any designated participating subsidiary who are UK resident tax payers are eligible to participate. The Board may require employees to have completed a qualifying period of employment of up to five years before the grant of options. The Board may also allow other employees to participate.
Options can only be granted to employees who enter into HMRC savings contracts, under which monthly savings are normally made over a period of three or five years. Options must be granted within 30 days (or 42 days if applications are scaled back) of the first day by reference to which the option price is set. The number of shares over which an option is granted will be such that the total option price payable for those shares will correspond to the proceeds on maturity of the related savings contract.
An option may not be granted more than 10 years after shareholder approval of the Sharesave. Options are not transferable, except on death. Options are not pensionable.
Monthly savings by an employee under all savings contracts linked to options granted under any sharesave scheme may not exceed the statutory maximum (currently £500). The Board may set a lower limit in relation to any particular grant.
The price per share payable upon the exercise of an option will not be less than the higher of: (i) 80% of the middle-market quotation of a share on the London Stock Exchange on the dealing day immediately preceding a date specified in an invitation to participate in the Sharesave or of the average middle-market quotation on the three dealing days immediately preceding such date (or of such other day or days as may be agreed with HMRC); and (ii) if the option relates only to new issue shares, the nominal value of a share.
The option price will be determined by reference to dealing days which fall within six weeks of the announcement by the Company of its results for any period or at any other time when the Board considers there to be exceptional circumstances which justify offering options under the Sharesave.
Options will normally be exercisable for a six month period from the third or fifth anniversary of the commencement of the related savings contracts. Earlier exercise is permitted, however, in the following circumstances:
Except where stated above, options will lapse on cessation of employment or directorship with the Company's Group.
Shares will be allotted or transferred to participants within 30 days of exercise.
The Sharesave may operate over new issue shares, treasury shares or shares purchased in the market.
In any ten calendar year period, the Company may not issue (or grant rights to issue) more than 10% of the issued Ordinary share capital of the Company under the Sharesave and any other employee share plan adopted by the Company.
Treasury shares will count as new issue shares for the purposes of these limits unless the institutional investors decide that they need not count.
If there is a variation in the Company's share capital then the Board may make such adjustment as it considers appropriate to the number of shares under option and the option price.
Any shares allotted when an option is exercised under the Sharesave will rank equally with shares then in issue (except for rights arising by reference to a record date prior to their allotment).
The Board may amend the provisions of the Sharesave in any respect, provided that the prior approval of shareholders is obtained for any amendments that are to the advantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of shares or the transfer of treasury shares, the basis for determining a participant's entitlement to, and the terms of, the shares to be acquired and the adjustment of options.
The requirement to obtain the prior approval of shareholders will not, however, apply to any minor alteration made to benefit the administration of the Sharesave, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Company's Group.
The shareholder resolution to approve the Sharesave will allow the Board, without further shareholder approval, to establish further plans for overseas territories; any such plan will be similar to the Sharesave, but modified to take account of local tax, exchange control or securities laws, provided that any shares made available under such further plans are treated as counting against the limits on individual and overall participation in the Sharesave.
Domino's Pizza Group plc 1 Thornbury, West Ashland, Milton Keynes MK6 4BB
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